Chevron Corporation (“Chevron”, NYSE: CVX) today announced the
pricing terms of its previously announced 23 separate offers (the
“Offers”) to purchase for cash up to $2.0 billion aggregate
principal amount of outstanding notes of the series listed in the
table below (collectively, the “Notes”). The Offers are made upon
the terms and subject to the conditions set forth in the Offer to
Purchase dated October 4, 2021 relating to the Notes (the “Offer to
Purchase”) and the accompanying notice of guaranteed delivery (the
“Notice of Guaranteed Delivery”) and, as applicable, the letter of
transmittal (together with the Offer to Purchase and Notice of
Guaranteed Delivery, the “Tender Offer Documents”). Capitalized
terms used but not defined in this announcement have the meanings
given to them in the Offer to Purchase.
Set forth in the table below is the applicable Total
Consideration (as defined in the Offer to Purchase) for each series
of Notes, as calculated at 2:00 p.m. (Eastern time) today, October
8, 2021, in accordance with the Offer to Purchase.
Acceptance Priority
Level(1)
Title of Security
Issuer
CUSIP/ISIN
Par Call Date(2)
Maturity Date
Principal Amount
Outstanding (millions)
Reference U.S. Treasury
Security(3)
Reference U.S. Treasury
Yield
Fixed Spread (basis
points) (3)
Total Consideration
(2)(3)
1
7.250% Senior Debentures Due 2097
Noble Energy, Inc.
655044AS4/ US655044AS49
NA
August 1, 2097
$84
2.375% due 5/15/2051
2.151%
170
$1,833.56
2
5.250% Notes due 2043
Chevron U.S.A. Inc.
166756AU0/ US166756AU09
May 15, 2043
November 15, 2043
$996
1.750% due 08/15/2041
2.105%
82
$1,370.22
3
5.250% Notes due 2043
Noble Energy, Inc.
655044AG0/ US655044AG01
May 15, 2043
November 15, 2043
$4
1.750% due 08/15/2041
2.105%
82
$1,370.22
4
6.000% Notes due 2041
Chevron U.S.A. Inc.
166756AT3 /US166756AT36
September 1, 2040
March 1, 2041
$839
1.750% due 08/15/2041
2.105%
67
$1,471.53
5
6.000% Notes due 2041
Noble Energy, Inc.
655044AE5 /US655044AE52
September 1, 2040
March 1, 2041
$11
1.750% due 08/15/2041
2.105%
67
$1,471.53
6
5.050% Notes due 2044
Chevron U.S.A. Inc.
166756AV8 /US166756AV81
May 15, 2044
November 15, 2044
$845
1.750% due 08/15/2041
2.105%
85
$1,343.50
7
5.050% Notes due 2044
Noble Energy, Inc.
655044AJ4 /US655044AJ40
May 15, 2044
November 15, 2044
$5
1.750% due 08/15/2041
2.105%
85
$1,343.50
8
4.950% Notes due 2047
Chevron U.S.A. Inc.
166756AW6 /US166756AW64
February 15, 2047
August 15, 2047
$495
2.375% due 5/15/2051
2.151%
75
$1,365.85
9
4.950% Notes due 2047
Noble Energy, Inc.
655044AN5 /US655044AN51
February 15, 2047
August 15, 2047
$5
2.375% due 5/15/2051
2.151%
75
$1,365.85
10
7.840% Medium-Term Notes, Series 1992 due
2033
Texaco Capital Inc.
88168LCV6 /US88168LCV62
NA
February 15, 2033
$10
1.250% due 8/15/2031
1.598%
93
$1,521.00
11
8.000% Debentures due 2032
Texaco Capital Inc.
881685BB6 /US881685BB68
NA
August 1, 2032
$75
1.250% due 8/15/2031
1.598%
90
$1,518.05
12
2.978% Notes Due 2040
Chevron Corporation
166764BZ2 /US166764BZ29
November 11, 2039
May 11, 2040
$500
1.750% due 08/15/2041
2.105%
60
$1,038.82
13
8.625% Debentures due 2032
Texaco Capital Inc.
881685AY7 /US881685AY70
NA
April 1, 2032
$147
1.250% due 8/15/2031
1.598%
90
$1,561.36
14
8.625% Debentures due 2031
Texaco Capital Inc.
881685AX9 /US881685AX97
NA
November 15, 2031
$108
1.250% due 8/15/2031
1.598%
85
$1,549.33
15
4.200% Notes due 2049
Chevron U.S.A. Inc.
166756AX4 /US166756AX48
April 15, 2049
October 15, 2049
$474
2.375% due 5/15/2051
2.151%
75
$1,245.02
16
4.200% Notes due 2049
Noble Energy, Inc.
655044AR6 /US655044AR65
April 15, 2049
October 15, 2049
$26
2.375% due 5/15/2051
2.151%
75
$1,245.02
17
7.250% Notes due 2023
Chevron U.S.A. Inc.
166756AM8 /US166756AM82
NA
October 15, 2023
$90
0.250% due 09/30/2023
0.320%
18
$1,134.72
18
7.250% Notes due 2023
Noble Energy, Inc.
654894AE4 /US654894AE49
NA
October 15, 2023
$10
0.250% due 09/30/2023
0.320%
18
$1,134.72
19
3.191% Notes Due 2023
Chevron Corporation
166764AH3 /US166764AH30
March 24, 2023
June 24, 2023
$2,250
0.250% due 09/30/2023
0.320%
-2
$1,041.80
20
2.566% Notes Due 2023
Chevron Corporation
166764BK5 /US166764BK59
March 16, 2023
May 16, 2023
$750
0.250% due 09/30/2023
0.320%
-2
$1,032.26
21
3.900% Notes due 2024
Chevron U.S.A. Inc.
166756AP1 /US166756AP14
August 15, 2024
November 15, 2024
$625
0.375% due 09/15/2024
0.577%
5
$1,092.04
22
3.900% Notes due 2024
Noble Energy, Inc.
655044AH8 /US655044AH83
August 15, 2024
November 15, 2024
$25
0.375% due 09/15/2024
0.577%
5
$1,092.04
23
2.895% Notes Due 2024
Chevron Corporation
166764BT6 /US166764BT68
January 3, 2024
March 3, 2024
$1,000
0.375% due 09/15/2024
0.577%
-8
$1,053.00
(1)
Subject to the satisfaction or waiver of
the conditions of the Offers described in the Offer to Purchase, if
the Maximum Purchase Condition (as defined below) is not satisfied
with respect to every series of Notes, Chevron will accept Notes
for purchase in the order of their respective Acceptance Priority
Level specified in the table above (with 1 being the highest
Acceptance Priority Level and 23 being the lowest Acceptance
Priority Level). It is possible that a series of Notes with a
particular Acceptance Priority Level will not be accepted for
purchase even if one or more series with a higher or lower
Acceptance Priority Level are accepted for purchase.
(2)
For each series of Notes in respect of
which a par call date is indicated, the calculation of the
applicable Total Consideration has been performed taking into
account such par call date.
(3)
The Total Consideration for each series of
Notes (such consideration, the “Total Consideration”) payable per
each $1,000 principal amount of such series of Notes validly
tendered for purchase has been based on the fixed spread specified
in the table above (the “Fixed Spread”) for such series of Notes,
plus the yield of the specified Reference U.S. Treasury Security
for that series as quoted on the Bloomberg reference page “FIT1” as
of 2:00 p.m. (Eastern time) on October 8, 2021. See “Description of
the Offers—Determination of the Total Consideration.” The Total
Consideration does not include the applicable Accrued Coupon
Payment as defined below), which will be payable in cash in
addition to the applicable Total Consideration.
The Offers will each expire at 5:00 p.m. (Eastern time) on
October 8, 2021, unless extended or earlier terminated (such date
and time with respect to an Offer, as the same may be extended with
respect to such Offer, the “Expiration Date”). Notes may be validly
withdrawn at any time at or prior to 5:00 p.m. (Eastern time) on
the Expiration Date, unless extended, but not thereafter, unless
extended by Chevron.
For Holders who deliver a Notice of Guaranteed Delivery and all
other required documentation at or prior to the Expiration Date,
upon the terms and subject to the conditions set forth in the
Tender Offer Documents, the deadline to validly tender Notes using
the Guaranteed Delivery Procedures will be the second business day
after the Expiration Date and is expected to be 5:00 p.m. (Eastern
time) on October 13, 2021 (the “Guaranteed Delivery Date”).
The Initial Settlement Date will be the first business day after
the Expiration Date and is expected to be October 12, 2021. The
Guaranteed Delivery Settlement Date will be the first business day
after the Guaranteed Delivery Date and is expected to be October
14, 2021. Each of the Initial Settlement Date and the Guaranteed
Delivery Settlement Date is herein referred to as a “Settlement
Date.”
Upon the terms and subject to the conditions set forth in the
Offer to Purchase, Holders whose Notes are accepted for purchase in
the Offers will receive the applicable Total Consideration for each
$1,000 principal amount of such Notes in cash on the applicable
Settlement Date.
In addition to the applicable Total Consideration, Holders whose
Notes are accepted for purchase will receive a cash payment equal
to the accrued and unpaid interest on such Notes from and including
the immediately preceding interest payment date for such Notes to,
but excluding, the Initial Settlement Date (the “Accrued Coupon
Payment”). Interest will cease to accrue on the Initial Settlement
Date for all Notes accepted in the Offers and Holders whose Notes
are tendered pursuant to the Guaranteed Delivery Procedures and are
accepted for purchase will not receive payment of any interest for
the period from and including the Initial Settlement Date.
GENERAL
This announcement is for informational purposes only. This
announcement is not an offer to purchase or a solicitation of an
offer to sell any Notes or any other securities of the Company or
any of its subsidiaries. The Offers are being made solely pursuant
to the Offer to Purchase. The Offers are not being made to Holders
of Notes in any jurisdiction in which the making or acceptance
thereof would not be in compliance with the securities, blue sky or
other laws of such jurisdiction. In any jurisdiction in which the
securities laws or blue sky laws require the Offers to be made by a
licensed broker or dealer, the Offers will be deemed to have been
made on behalf of the Company by the Dealer Managers or one or more
registered brokers or dealers that are licensed under the laws of
such jurisdiction.
No action has been or will be taken in any jurisdiction that
would permit the possession, circulation or distribution of either
this announcement, the Offer to Purchase or any material relating
to us or the Notes in any jurisdiction where action for that
purpose is required. Accordingly, neither this announcement, the
Offer to Purchase nor any other offering material or advertisements
in connection with the Offers may be distributed or published, in
or from any such country or jurisdiction, except in compliance with
any applicable rules or regulations of any such country or
jurisdiction.
Chevron is one of the world’s leading integrated energy
companies. We believe affordable, reliable and ever-cleaner energy
is essential to achieving a more prosperous and sustainable world.
Chevron produces crude oil and natural gas; manufactures
transportation fuels, lubricants, petrochemicals and additives; and
develops technologies that enhance our business and the industry.
To advance a lower carbon future, we are focused on lowering the
carbon intensity in our operations and growing our lower carbon
businesses. More information about Chevron is available at
www.chevron.com.
CAUTIONARY STATEMENTS
RELEVANT TO FORWARD-LOOKING INFORMATION
This news release contains forward-looking statements that are
based on management's current expectations, estimates and
projections. Words or phrases such as “anticipates,” “expects,”
“intends,” “plans,” “targets,” “advances,” “commits,” “drives,”
“aims,” “forecasts,” “projects,” “believes,” “approaches,” “seeks,”
“schedules,” “estimates,” “positions,” “pursues,” “may,” “can,”
“could,” “should,” “will,” “budgets,” “outlook,” “trends,”
“guidance,” “focus,” “on track,” “goals,” “objectives,”
“strategies,” “opportunities,” “poised,” “potential,” “ambitions,”
“aspires” and similar expressions are intended to identify such
forward-looking statements. Actual outcomes and results may differ
materially from what is expressed or forecasted in such
forward-looking statements. The reader should not place undue
reliance on these forward-looking statements, which speak only as
of the date of this news release. Unless legally required, Chevron
undertakes no obligation to update any forward-looking statements,
whether as a result of new information, future events or
otherwise.
Among the important factors that could cause actual results and
future prospects or that could cause events or circumstances to
differ materially from those in the forward-looking statements are:
changing crude oil and natural gas prices and demand for our
products, and production curtailments due to market conditions;
crude oil production quotas or other actions that might be imposed
by the Organization of Petroleum Exporting Countries (OPEC) and
other producing countries; public health crises, such as pandemics)
and epidemics, and any related government policies and actions;
changing economic, regulatory and political environments in the
various countries in which we operate; general domestic and
international economic and political conditions; changing refining,
marketing and chemicals margins; our ability to realize anticipated
cost savings, expenditure reductions and efficiencies associated
with enterprise transformation initiatives; actions of competitors
or regulators; timing of exploration expenses; timing of crude oil
liftings; the competitiveness of alternate-energy sources or
product substitutes; technological developments; the results of
operations and financial condition of our suppliers, vendors,
partners and equity affiliates; the inability or failure of our
joint-venture partners to fund their share of operations and
development activities; the potential failure to achieve expected
net production from existing and future crude oil and natural gas
development projects; potential delays in the development,
construction or start-up of planned projects; the potential
disruption or interruption of our operations due to war, accidents,
political events, civil unrest, severe weather, cyber threats,
terrorist acts, or other natural or human causes beyond our
control; the potential liability for remedial actions or
assessments under existing or future environmental regulations and
litigation; significant operational, investment or product changes
undertaken or required by existing or future environmental statutes
and regulations, including international agreements and national or
regional legislation and regulatory measures to limit or reduce
greenhouse gas emissions; the potential liability resulting from
pending or future litigation; our future acquisitions or
dispositions of assets or shares or the delay or failure of such
transactions to close based on required closing conditions; the
potential for gains and losses from asset dispositions or
impairments; government mandated sales, divestitures,
recapitalizations, taxes and tax audits, tariffs, sanctions,
changes in fiscal terms or restrictions on scope of company
operations; foreign currency movements compared with the U.S.
dollar; material reductions in corporate liquidity and access to
debt markets; the receipt of required Board authorizations to pay
future dividends; the effects of changed accounting rules under
generally accepted accounting principles promulgated by
rule-setting bodies; our ability to identify and mitigate the risks
and hazards inherent in operating in the global energy industry;
and the factors set forth under the heading “Risk Factors” on pages
18 through 23 of the company’s 2020 Annual Report on Form 10-K and
in subsequent filings with the U.S. Securities and Exchange
Commission.
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